MANAGEMENT S DISCUSSION AND ANALYSIS

Transcription

1 Q1 Q4 Year Three Ended Months March Ended 31, 2010 March 31, 2010 As As at at March May 9, 11, 2010 MANAGEMENT S DISCUSSION AND ANALYSIS The following management s discussion and analysis ( MD&A ) of the financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and notes thereto of, formerly Canadian Energy Services L.P. (collectively CES or the Company ) for the three months ended March 31, 2010 and the audited annual consolidated financial statements and notes thereto for years ended December 31, 2009 and December 31, 2008 and CES 2009 Annual Information Form. The information contained in this MD&A was prepared up to and including May 11, 2010 and incorporates all relevant considerations to that date. Certain statements in this MD&A may constitute forward-looking information or forward-looking statements (collectively referred to as forward-looking information ) which involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CES, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. When used in this MD&A, such information uses such words as may, would, could, will, intend, expect, believe, plan, anticipate, estimate, and other similar terminology. This information reflects CES current expectations regarding future events and operating performance and speaks only as of the date of the MD&A. Forward-looking information involves significant risks and uncertainties, should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the factors discussed below. The management of CES believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking information and statements contained in this document speak only as of the date of the document, and CES assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws or regulations. In particular, this MD&A may contain forward-looking information pertaining to the following: future estimates as to dividend levels; capital expenditure programs for oil and natural gas; supply and demand for CES products and services; industry activity levels; commodity prices; treatment under governmental regulatory and taxation regimes; dependence on equipment suppliers; dependence on suppliers of inventory and product inputs; equipment improvements; dependence on personnel; collection of accounts receivable; operating risk liability; expectations regarding market prices and costs; expansion of services in Canada, the United States and internationally; development of new technologies; expectations regarding CES growth opportunities in the United States; expectations regarding the performance or expansion of CES environmental and transportation operations; investments in research and development and technology advancements; access to debt and capital markets; and competitive conditions. CES actual results could differ materially from those anticipated in the forward-looking information as a result of the following factors: general economic conditions in Canada, the United States, and internationally; demand for oilfield services for drilling and completion of oil and natural gas wells; volatility in market prices for oil, natural gas, and natural gas liquids and the effect of this volatility on the demand for oilfield services generally; competition; liabilities and risks, including environmental liabilities and risks inherent in oil and natural gas operations; sourcing, pricing and availability of raw materials, consumables, component parts, equipment, suppliers, facilities, and skilled management, technical and field personnel; ability to integrate technological advances and match advances of competitors; availability of capital; uncertainties in weather and temperature affecting the duration of the oilfield service periods and the activities that can be completed; changes in legislation and the regulatory environment, including uncertainties with respect to programs to reduce greenhouse gas and other emissions, taxation of trusts, public partnerships and other flow-through entities, reassessment and audit risk associated with the Conversion; changes to the royalty regimes applicable to entities operating in the WCSB and the US; access to capital and the liquidity of debt markets; changes as a result of IFRS adoption, fluctuations in foreign exchange and interest rates and the other factors considered under Risk Factors in CES Annual Information Form for the year ended December 31, 2009 and Risks and Uncertainties in this MD&A. Without limiting the foregoing, the forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. 1

2 CORPORATE CONVERSION TRANSACTION Effective January 1, 2010, Canadian Energy Services L.P. (the Partnership ) and Canadian Energy Services Inc. (the General Partner ) completed a transaction with Nevaro Capital Corporation ( Nevaro ) which resulted in the Partnership converting from a publicly traded Canadian limited partnership to a publicly-traded corporation formed under the Canada Business Corporations Act (the Conversion ). The Conversion resulted in the unitholders of the Partnership becoming shareholders of Canadian Energy Services & Technology Corp. ( CES or the Company ) with no changes to the underlying business operations. CES trades on the TSX under the trading symbol CEU. This MD&A contains discussion and analysis of the financial condition and results of operations of CES post-conversion. Therefore certain terms used throughout this MD&A have comparable meaning to those used in previous disclosures under the partnership structure such as shareholder/unitholder and dividend/distribution. For the year ended December 31, 2009 all distributions declared to unitholders were in the form of limited partnership unit distributions and beginning in 2010 all dividends declared and paid are eligible Canadian dividends. In addition CES or the Company is used throughout to describe the business undertaken by the Partnership pre-conversion and for post-conversion. BUSINESS OF CES The core business of CES is to design and implement drilling fluid systems for the oil and natural gas industry. CES operates in the Western Canadian Sedimentary Basin ( WCSB ) and in various basins in the United States ( US ), with an emphasis on servicing the ongoing major resource plays. The drilling of those major resource plays includes wells drilled vertically, directionally, and with increasing frequency, horizontally. Horizontal drilling is a technique utilized in tight formations like tight gas, tight oil, heavy oil, and in the oil sands. The designed drilling fluid encompasses the functions of cleaning the hole, stabilizing the rock drilled, controlling subsurface pressures, enhancing drilling rates and protecting potential production zones while conserving the environment in the surrounding surface and subsurface area. CES drilling fluid systems are designed to be adaptable to a broad range of complex and varied drilling scenarios, to help clients eliminate inefficiencies in the drilling process and to assist them in meeting operational objectives and environmental compliance obligations. CES markets its technical expertise and services to oil and natural gas exploration and production entities by emphasizing the historical success of both its patented and proprietary drilling fluid systems and the technical expertise and experience of its personnel. Clear Environmental Solutions ( Clear ), CES environmental division, provides environmental and drilling fluids waste disposal services primarily to oil and gas producers active in the WCSB. The business of Clear involves determining the appropriate processes for disposing of or recycling fluids produced by drilling operations and to carry out various related services necessary to dispose of drilling fluids. EQUAL Transport ( EQUAL ), CES transport division, provides its customers with the necessary trucks and trailers specifically designed to meet the demanding requirements of off-highway oilfield work, and trained personnel to transport and handle oilfield produced fluids and to haul, handle, manage and warehouse drilling fluids. EQUAL operates from two terminals and yards located in Edson, Alberta and Carlyle, Saskatchewan. CES head office and the sales and services headquarters are located in Calgary, Alberta and its stock point facilities and other operations are located throughout Alberta, British Columbia, and Saskatchewan. CES indirect wholly-owned subsidiary, AES Drilling Fluids, LLC ( AES ), conducts operations in the United States from its head office in Denver, Colorado and in the midcontinent and Marcellus shale regions through its Champion Drilling Fluids division which is headquartered in Norman, Oklahoma. AES has stock point facilities located in Oklahoma, Texas, Pennsylvania, Michigan, Colorado, North Dakota and Utah. NON-GAAP MEASURES The accompanying unaudited consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ( GAAP ). Certain supplementary information and measures not recognized under Canadian GAAP are also provided in this MD&A where management believes they assist the reader in understanding CES results. These measures are calculated by CES on a consistent basis unless otherwise specifically explained. These measures are further explained as follows: 2

3 EBITDAC means net earnings before interest, taxes, amortization, loss on disposal of assets, goodwill impairment, unrealized foreign exchange gains and losses, unrealized derivative gains and losses, and stock-based compensation. EBITDAC is a metric used to assess the financial performance of an entity. Management believes that this metric assists in determining the ability of CES to generate cash from operations. EBITDAC was calculated as follows: Three Months Ended March 31, $000's Net income 7,465 2,154 Add back (deduct): Amortization 1, Interest expense, net of interest income Current income tax expense 9 - Future income tax expense Stock-based compensation Unrealized foreign exchange gain (2) (81) Unrealized derivative loss 3 - Loss on disposal of assets 5 21 EBITDAC 9,532 3,608 Funds flow from operations means cash flow from operations before changes in non-cash operating working capital. This measure is not intended to be an alternative to cash provided by operating activities as provided in the consolidated statements of cash flow, net earnings, or other measures of financial performance calculated in accordance with Canadian GAAP. Funds flow from operations assists management and investors in analyzing operating performance and leverage. Funds flow from operations is calculated as follows: Three Months Ended March 31, $000's Cash provided by (used in) operating activities (10,376) 10,913 Adjust for: Change in non-cash operating working capital 19,702 (7,448) Funds flow from operations 9,326 3,465 Gross margin means revenue less cost of sales, which includes cost of product, field labour, and all field related operating costs. Management believes this metric provides a good measure of the operating performance at the field level. It should not be viewed as an alternative to net income. These measures do not have a standardized meaning as prescribed by Canadian GAAP and are therefore unlikely to be directly comparable to similar measures presented by other companies, trusts, or partnerships. OPERATIONAL DEFINITIONS Operational terms used throughout this MD&A include: Expansion capital represents the amount of capital expenditure that has or will be incurred to grow or expand the business or would otherwise improve the productive capacity of the operations of the business. Maintenance capital represents the amount of capital expenditure that has been or will be incurred to sustain the current level of operations. 3

4 Canadian Market Share CES estimates its market share in Canada by comparing, on a semi-weekly basis, active rigs where CES was contracted to provide services to the total active rigs for Western Canada. The number of total active rigs for Western Canada is based on Canadian Association of Oilwell Drilling Contractors ( CAODC ) published data for Western Canada. United States Market Share CES estimates its market share in the U.S. by comparing, on a semi-weekly basis, active rigs where CES was contracted to provide services to the total active land rigs in the United States. The number of total active rigs in the United States is based on the weekly land based Baker Hughes North American Rotary Rig Count. Operating days CES estimates its operating days, which are revenue generating days, by multiplying the average number of active rigs where CES was providing drilling fluid services by the number of days in the period. Well type - CES classifies oil and natural gas wells by depth, as follows: Shallow wells: Generally less than 1,000 metres; Medium wells: Generally between 1,000 and 2,500 metres; Deep wells: Generally greater than 2,500 metres; and Horizontal wells: Drilled vertically then horizontally, often with multiple lateral legs, reaching out 500 to 1,500 metres each. FINANCIAL HIGHLIGHTS Summary Financial Results Three Months Ended March 31, ($000 s, except per share amounts) % Change Revenue 49,038 30, % Gross margin (1) 15,467 8, % Gross margin percentage of revenue (1) 31.5% 26.6% Income before taxes 8,066 2, % per share basic (2) % per share - diluted (2) % Net income 7,465 2, % per share basic (2) % per share - diluted (2) % EBITDAC (1) 9,532 3, % per share basic (2) % per share - diluted (2) % Funds flow from operations (1) 9,326 3, % per share basic (2) % per share - diluted (2) % Dividends declared 2,414 2,642 (8.6%) per share (2) % Notes: 1 Refer to the Non-GAAP Measures for further detail. 2 Prior period comparatives includes both Class A Units and Subordinated Class B Units. 4

5 OVERVIEW OF FINANCIAL AND OPERATIONAL RESULTS Highlights for the three months ended March 31, 2010 in comparison to the three months ended March 31, 2009 for CES are as follows: CES generated quarterly gross revenue of $49.0 million during the first quarter of 2010, compared to $30.3 million for the three months ended March 31, 2009, an increase of $18.7 million or 61.9% on a year-over-year basis. During Q1 2010, gross revenue on a per diluted share basis was $3.63 per diluted share compared to $2.72 per share for Q1 2009, an increase of 33.4%. The year-over-year increases are due to higher overall revenues for the current year. CES estimated Canadian Market Share (refer to Operational Definitions ) increased to 26% for the three months ended March 31, 2010, up from 20% for the three months ended March 31, The year-over-year market share increases are believed to be reflective of CES solutions which are focused on the major resource plays along with CES service and execution. CES operating days (refer to Operational Definitions ) in Western Canada were estimated to be 10,253 for the three month period ended March 31, 2010, a increase of 67% from the 6,141 operating days during the same period last year. Overall industry activity increased approximately 34.6% from an average monthly rig count of 320 in the first quarter of 2009 to 431 during the first quarter of 2010 based on CAODC published monthly data for Western Canada. Revenue from drilling fluids related sales of products and services in Western Canada was $33.7 million for the three months ended March 31, 2010, compared to $23.6 million for the three months ended March 31, 2009, representing an increase of $10.1 million or 42.8%. For the three months ended March 31, 2010, revenue generated in the US from drilling fluid sales of products and services was $7.5 million with an estimated 2,133 operating days (refer to Operational Definitions ) as compared to last year s revenue of $1.0 million with an estimated 149 operating days during the same period. The respective year-over-year increases in activity and revenue in the US in 2010 compared to 2009 are primarily due to the acquisition of Champion Drilling Fluids in Q4 of CES estimated United States Market Share (refer to Operational Definitions ) for the three months ended March 31, 2010 was estimated to be 2%. During the quarter, revenue from trucking operations, gross of intercompany eliminations, totalled $4.0 million, an increase of $2.0 million from the $2.0 million for the three months ended March 31, The year-over-year increase is due primarily to the expansion of trucking operations in Saskatchewan. Clear Environmental Solutions division generated $4.0 million of revenue for the three month period ended March 31, 2010 compared to $3.8 million during the prior year representing an increase of $0.2 million or 5%. The Clear environmental division has benefited from diversification strategies pursued during 2009 to reduce its exposure to shallow natural gas focused drilling. For the three month period ended March 31, 2010, CES recorded gross margin of $15.5 million or 31.5% of revenue, compared to gross margin of $8.0 million or 26.6% of revenue generated in the same period last year. Year-over-year, margins were higher primarily due to slightly higher margins achieved on invert sales, higher trucking margins, combined with the realized benefits achieved by CES through its procurement strategies over the last twelve months. For the three month period ended March 31, 2010, selling, general, and administrative costs were $6.0 million as compared to $4.4 million for the same period in 2009, an increase of $1.6 million. Selling, general, and administrative costs are higher on a year-over-year comparison due to a combination of factors including the inclusion of Champion costs during the current year and significantly higher activity during the first quarter of 2010 as compared to Selling, general, and administrative costs increased by $1.2 million in Q to $6.0 million from $4.8 million in Q CES continues to manage selling, general, and administrative costs in light of prevailing market conditions. EBITDAC (refer to Non-GAAP Measures ) for the three months ended March 31, 2010 was $9.5 million as compared to $3.6 million for the three months ended March 31, 2009 representing an increase of $5.9 million or 164.2%. CES recorded net income of $7.5 million for the three month period ended March 31, 2010 as compared to net income of $2.2 million in the prior year. CES recorded net basic earnings per share of $0.56 (diluted $0.55) for the three months ended 5

6 March 31, 2010 versus net earnings per unit of $0.19 (basic and diluted) in The year-over-year increase is largely reflective of the increased industry activity in Canada and the Company s increased activity in the US as a result of the acquisition of Champion Drilling Fluids in Q CES continued to maintain a strong balance sheet at March 31, 2010 with net working capital of $17.6 million (December 31, $11.3 million). The increase in working capital is due to the higher overall activity during Q as compared to Q At March 31, 2010, CES had a net draw of $21.7 million on its operating facility (December 31, $8.8 million). The maximum available draw on the $30.0 million facility at March 31, 2010, based on the accounts receivable and inventory balances, was $30.0 million (December 31, $20.9 million). In conjunction with the Conversion, CES announced a targeted monthly dividend of $0.06 per common share starting in January CES declared monthly dividends throughout the first quarter of 2010 at its targeted level of $0.06 per share for a total of $0.18 per share for the quarter. This compares to monthly distributions of $ per share made for a total of $ per share during the comparable quarter in 2009 under the pre-conversion distribution policy. Management and the Board of Directors review the appropriateness of dividends on a monthly basis taking into account industry conditions, growth opportunities requiring expansion capital, and management s forecast of the ability of the Company to pay its liabilities as they become due. Although CES intends to make dividends to shareholders at this targeted amount, these dividends are not guaranteed. Refer to Cash Flows From Financing Activities for additional information. 6

7 RESULTS FOR THE PERIODS Three Months Ended March 31, ($000 s, except per share amounts) $ Change % Change Revenue 49,038 30,298 18, % Cost of sales 33,571 22,253 11, % Gross margin (1) 15,467 8,045 7, % Gross margin percentage of revenue (1) 31.5% 26.6% Selling, general, and administrative expenses 5,976 4,425 1, % Amortization 1, % Stock-based compensation (268) (67.7%) Interest expense % Foreign exchange gain (58) (69) 11 (15.9%) Financial derivative loss N/A Loss on disposal of assets 5 21 (16) (76.2%) Income before taxes 8,066 2,252 5, % Current income tax expense 9-9 N/A Future income tax expense % Net income 7,465 2,154 5, % Net income per share basic % Net income per share diluted % EBITDAC (1) 9,532 3,608 5, % Common Shares Outstanding (2) % Change End of period 13,469,809 11,119, % Weighted average - basic 13,367,833 11,124, % - diluted 13,519,021 11,144, % Financial Position ($000 s) March 31, 2010 December 31, 2009 % Change Net working capital 17,624 11, % Total assets 166, , % Long-term financial liabilities (3) 5,542 2, % Shareholders equity 97,869 92, % Notes: 1 Refer to the Non-GAAP Measures for further detail. 2 Prior period comparatives includes both Class A Units and Subordinated Class B Units. 3 Includes long-term portion of vehicle financing, committed loans, and capital leases. Revenue and Operating Activities CES generated quarterly gross revenue of $49.0 million during the first quarter of 2010, compared to $30.3 million for the three months ended March 31, 2009, an increase of $18.7 million or 61.9% on a year-over-year basis. The significant increase in overall revenue on a year-over-year basis is a reflection of the significantly higher level of drilling activity in the WCSB during the current year and the additional revenue relating to the addition of Champion Drilling Fluids. Of the revenue generated during the first quarter of 2010, $33.7 million ( $23.6 million) was generated in the Western Canadian drilling fluids business; $7.5 million ( $1.0 million) was generated in the US drilling fluids business; $4.0 As at 7

8 million ( $3.8 million) was contributed by the Clear environmental division, and $4.0 million, gross of intercompany eliminations, ( $2.0 million) was generated by trucking operations. The active CAODC monthly rig count in Western Canada averaged 431 for the three months ended March 31, 2010 based on CAODC published monthly data for Western Canada representing a 34.6% increase from the average rig count of 320 during the first quarter of CES estimated Canadian Market Share (refer to Operational Definitions ) in Western Canada increased to 26% for the three months ended March 31, 2010 from 20% for the three months ended March 31, CES believes its technology focused solutions have resulted in an increased market share in Western Canada as a larger percentage of drilling activity is focused on deep and horizontal wells and the economics of drilling have become more difficult for operators. CES estimated United States Market Share (refer to Operational Definitions ) for the three months ended March 31, 2010 was estimated to be 2%. For the quarter ended March 31, 2010, the top five customers of CES accounted for approximately 24% of total revenue ( %). In Q1 2009, a large independent exploration and production company, accounted for approximately 16% of CES 2009 revenue, in Q no single customer exceeded 10% of total revenue. CES estimated operating days (refer to Operational Definitions ) from its drilling fluids services as follows: Three Months Ended March 31, Canada 10,253 6,141 USA 2, Total Operating Days 12,386 6,290 Overall, CES drilling fluid business continues to focus on the ongoing major resource plays and in particular the medium to deep drilling and horizontal drilling. Horizontal drilling represents a significantly increasing share of CES revenue composition as customers continue to apply the technique more frequently in drilling more complex wells. CES experience has been that the importance to the operator of efficient drilling fluid systems increases significantly with the depth and complexity of the well drilled. For the three months ended March 31, 2010, medium and deep drilling represented 17% ( %) of drilling fluids revenue and horizontal wells represented 72% ( %) of drilling fluids revenue. The following charts illustrate CES estimated revenue from its drilling fluids business by well type in CES targeted areas: Horizontal 72% Three Months Ended March 31, 2009 Horizontal 68% Medium / Deep 17% Shallow 11% Medium / Deep 24% Shallow 8% Cost of Sales and Gross Margin Gross margin represents the profit earned on revenue after deducting the associated costs of sales including cost of products, field labour, and all other related field costs. Margins vary due to a change in product mix, well type, geographic area, and nature of activity (i.e. drilling fluids, trucking, environmental, etc.). 8

9 CES achieved gross margin of $15.5 million or 31.5% of revenue for the three month period ended March 31, 2010 as compared to $8.0 million or 26.6% of revenue in Year-over-year, quarterly margins were higher primarily due to slightly higher margins achieved on invert sales, higher gross margins achieved on trucking operations due to increased scale, and the realization of the benefits from the Company s procurement strategies and cost reduction measures undertaken during the last twelve months. Throughout 2009, CES focused on maintaining margin integrity by pursuing more effective procurement strategies, maintaining lower overall inventory balances, and implementing other cost management initiatives in order to reduce input costs. Cost of labour has less of an impact on CES margins. Use of consultants and the variable component of compensation for employees provide CES with a means to better manage seasonal activity swings as well as overall fluctuations in the demand for CES products and services. CES manages staffing levels carefully to match overall staffing to prevailing activity levels. At March 31, 2010, the headcount of field staff was 132 as compared to 104 at December 31, 2009 and 82 at March 31, The increased field staff head count at March 31, 2010 in part reflects the addition of employees as part of the Champion acquisition and higher overall industry activities in Q as compared to Q Selling, General, and Administrative Expenses ( SG&A ) SG&A for the three month period ended March 31, 2010 was $6.0 million as compared to $4.4 million for the same period in 2009 representing an increase of $1.6 million or 35.1% year-over-year. Selling, general, and administrative costs for the quarter are higher on a year-over-year comparison due to a combination of factors including the inclusion of Champion costs and higher overall activity levels in Q compared to Q CES office headcount totalled 71 at March 31, 2010 as compared to 70 as at December 31, 2009 and 67 as at March 31, Amortization Amortization of property, equipment, and intangibles totalled $1.1 million for the three month period ended March 31, 2010 in comparison to $0.9 million during The year-over-year increase in amortization expenses is primarily attributable to the expanded operations of CES compared to last year including additional trucks and trailers for the trucking division and the increase in amortization of intangible assets relating to the Company s acquisition of Champion in Q Stock-based Compensation Stock-based compensation was $0.1 million for the three months ended March 31, 2010 as compared to $0.4 million during the same period last year. The respective year-over-year decline is primarily attributable to the impacts of the Distribution Rights Plan and the Unit Bonus Plan which were in place during the prior year period. Both of these plans were terminated as part of the Conversion. Interest Expense CES had interest expense of $0.2 million for the three months ended March 31, 2010 compared to $0.1 million for Q The respective year-over-year increase is primarily attributable to higher average borrowings on CES various debt facilities as compared to last year. The Company s interest expense consists of interest expense on vehicle financing loans, the committed facilities, and the operating loan facility. Foreign Exchange Gain For the quarter ended March 31, 2010, CES recorded a foreign exchange gain of $0.1 million primarily related to foreign exchange gain on the Company s US denominated cash balances. Effective January 1, 2010, the Company changed the classification of its U.S. foreign subsidiary operations, AES from integrated to self-sustaining and as a result, the operations of AES included in the consolidated financial statements subsequent to that date have been translated using the current rate method as opposed to the previously used temporal method. Under the current rate method of translation, revenues and expenses of the subsidiary are translated at the rate in effect at the time of the transactions while assets and liabilities are translated at the current exchange rate in effect at the balance sheet date. Upon consolidation of the U.S. operations, translation gains and losses due to fluctuations in the foreign currency exchange rates are deferred on the consolidated balance sheet as a separate component of Accumulated Other Comprehensive Income ( AOCI ). Accumulated other comprehensive income (loss) forms part of Shareholders Equity. This change in translation method has been applied prospectively effective January 1, 2010 and resulted in a foreign exchange loss of $0.2 million being deferred and recorded as 9

10 AOCI as at January 1, Realized and Unrealized Derivative Losses For the three month period ended March 31, 2010, CES recorded a realized loss of $0.02 million ( $Nil) relating to its foreign currency derivative contracts. For the three month period ended March 31, 2010, CES recorded an unrealized loss of $0.003 million ( $Nil) relating to its foreign currency derivative contracts. The losses were incurred as a result of the relative depreciation of the US$ dollar vis-à-vis the Canadian dollar over the year. As at March 31, 2010, CES had entered into the following foreign exchange US dollar forward purchase contracts to manage its exposure to upcoming US dollar denominated purchases of products to be resold into the Canadian market. Period Notional Balance $000's Contract Type Settlement Average C$/US$ Exchange Rate April 2010 US$163 Deliverable Forward Physical Purchase $ Total US$163 $ Future Income Taxes As a result of the Conversion, the Company converted from a limited partnership structure to a corporate structure. As a result, CES is subject to federal and provincial income taxes in Canada and the United States to the extent that they are not sheltered by existing tax pools. Previously, the income earned directly by the Partnership was taxed at the Partnership unitholder level and as such provisions for current income tax were not made by CES. Effective January 1, 2010, the income of CES will be subject to tax and accordingly future income taxes have been recorded relating to temporary differences expected to reverse after this date. As a result of the Conversion, a future income tax asset of $15.5 million has been recognized, relating to the Company s noncapital tax loss pools and other tax credits, and a deferred tax credit in the amount of $12.7 has been recognized with the difference of $2.8 million representing the consideration paid to Nevaro in connection with the Conversion. A future tax asset has not been recognized with respect to the Company s capital tax pools due to the uncertainty of realization. The deferred tax credit will be amortized in proportion to the corresponding future income tax asset as the tax pools are utilized. For the three months ended March 31, 2010, $2.1 million of this future income tax asset and $1.7 million of this deferred tax credit have been amortized relating to the estimated usage. The Company has total non-capital losses, which if not utilized will expire as follows: 2013 $3.2 million 2014 $5.0 million 2015 $2.8 million 2026 and beyond $52.1 million Total $63.2 million In addition, the Company has other tax credits totalling $2.9 million and capital loss pools totalling $18.8 million. During the three months ended March 31, 2010, the Company recorded future income tax expense of $0.6 million compared to $0.1 million in Q relating to the estimated use of the Company s future income tax assets. Net Working Capital CES net working capital at March 31, 2010 totalled $17.6 million as compared to $11.3 million at December 31, The increase of $6.3 million in net working capital is primarily a result of higher activity during the first quarter of 2010 as compared to the fourth quarter of Total Current Assets Total current assets of CES increased from $45.7 million at December 31, 2009 to $68.8 million at March 31, The increase is primarily due to an increase in accounts receivable balances of $22.2 million and an increase of $0.9 in inventory balances as a result of higher activity levels during the first quarter of 2010 as compared to the fourth quarter of

11 Total Long-Term Assets Total long-term assets of CES increased by $13.1 million at March 31, 2010 to $98.1 million from $85.0 million at December 31, Of the $13.1 million increase during the quarter, notable changes include: (i) $0.5 million decrease in goodwill relating to the translation of the US dollar denominated goodwill balance; (ii) $13.2 million increase in future income tax asset relating to the recognition of non-capital loss assets under the Conversion; (iii) a decrease in intangible assets of $0.3 million relating to the amortization of intangible assets; and (iv) a $0.7 million increase in fixed assets net of $1.1 million in amortization. Long-Term Financial Liabilities CES had long-term financial liabilities totalling $5.6 million at March 31, 2010 compared to $2.6 million at December 31, 2009, for an increase of $3.0 million during the quarter. During the three month period ended March 31, 2010, the Company made a draw on an existing non-revolving loan facility for $2.0 million and completed a sale and lease back transaction for proceeds of $2.1 million (refer to additional discussion under Liquidity and Capital Resources ). During Q1 2010, long-term scheduled debt repayments totalling $0.4 million were made. At March 31, 2010, long-term financial liabilities were comprised of vehicle financing loans totalling $1.5 million and committed facilities totalling $4.1 million, net of the current portion of long-term debt of $1.6 million. At March 31, 2010, the Company had lease liabilities of $2.3 million, net of the current portion of $0.7 million. Subordinated Convertible Debenture The subordinated convertible debenture (the Debenture ) issued in conjunction with the acquisition of Champion Drilling Fluids Inc. for $6.6 million was converted to into 791,776 common shares of CES, at a fixed conversion price of $8.37 per common share on January 4, The common shares issued are subject to escrow provisions, with one-third of the escrowed shares being released, subject to industry standard conditions including a change of control of CES, on each of the first, second, and third anniversaries of closing of the acquisition. Shareholders Equity Shareholders equity increased from $92.5 million at December 31, 2009 to $97.9 million at March 31, The quarterly increase in shareholder s equity during the period is primarily attributable to $7.5 million in net earnings of CES, proceeds of $1.1 million relating to the exercise of stock options offset by $1.0 million increase in accumulated other comprehensive loss relating to the translation of the Company s wholly owned subsidiary, and $2.4 million of dividends declared by the Company during Q SEGMENTED RESULTS CES has three reportable operating segments as determined by management, which are the Drilling Fluids segment, the Trucking segment, and the Environmental Services segment. The Drilling Fluids segment designs and implements drilling fluid systems for the oil and natural gas industry in the Western Canadian Sedimentary Basin and in the United States through its subsidiary, AES. The Trucking segment (EQUAL) is comprised of heavy duty trucks, trailers, and tanker trailers used in hauling drilling fluids to locations and hauling produced fluids for operators. The Environmental Services segment consists of Clear Environmental Services which provides environmental and drilling fluids waste disposal services mostly to oil and gas producers active in the shallow natural gas producing areas of Alberta as well as to Alberta s oil sands. Selected summary financial information relating to the operational segments is as follows: 11

12 Segmented Information ($000 s) Drilling Fluids Trucking Environmental Services Intercompany Eliminations Revenue 41,251 4,041 4,012 (266) 49,038 Cost of sales 28,758 2,512 2,567 (266) 33,571 Gross margin 12,493 1,529 1,445-15,467 Income before taxes 6, ,066 EBITDAC (1) 7,538 1, ,532 Total Segmented Information ($000 s) Drilling Fluids Three Months Ended March 31, 2009 Trucking Environmental Services Intercompany Eliminations Revenue 24,577 1,999 3,841 (119) 30,298 Cost of sales 18,291 1,568 2,513 (119) 22,253 Gross margin 6, ,328-8,045 Income before taxes 1, ,252 EBITDAC (1) 2, ,608 Notes: 1 Refer to the Non-GAAP Measures for further detail. Total Drilling Fluids Segment For the three months ended March 31, 2010, revenue from the Drilling Fluids segment totalled $41.3 million compared to $24.6 million for the three months ended March 31, 2009 representing a decrease of $16.7 million or 67.8% primarily reflecting the higher overall industry activity and Canadian Market Share achieved during Q as compared to Q1 2009, and the Company s increased activity in the United States as a result of the Champion acquisition in Q CES estimated Canadian Market Share (refer to Operational Definitions ) in Western Canada increased to 26% for the three months ended March 31, 2010, up from 20% for the three months ended March 31, The year-over-year Canadian Market Share increase is reflective of CES solutions which are focused on the major resource plays along with CES service and execution. CES operating days (refer to Operational Definitions ) in Western Canada were estimated to be 10,253 for the three month period ended March 31, 2010, an increase of 67% from the 6,141 operating days during the same period last year. Overall industry activity increased approximately 34.6% from an average monthly rig count in the first quarter of 2009 of 320 to 431 during the first quarter of 2010 based on CAODC published monthly data for Western Canada. For the three months ended March 31, 2010, revenue generated in the US from drilling fluid sales of products and services was $7.5 million with an estimated 2,133 operating days (refer to Operational Definitions ) as compared to last year s revenue of $1.0 million with an estimated 149 operating days during the same period. The respective year-over-year increases in activity and revenue in the US in 2010 compared to 2009 are primarily due to the acquisition of Champion Drilling Fluids in Q4 of CES estimated United States Market Share (refer to Operational Definitions ) for the three months ended March 31, 2010 was estimated to be 2%. Gross margin for the Drilling Fluids segment was $12.5 million or 30.3% for the three months ended March 31, 2010 as compared to $6.3 million or 25.6% during the prior year. Gross margin was positively impacted as a result of the Company s procurement strategies undertaken during the last twelve months and CES other cost management initiatives implemented during 2009 Trucking Segment Revenue from the Trucking segment, gross of intercompany eliminations, was $4.0 million for the three month period ended March 31, 2010 as compared to $2.0 million during last year. During the quarter, gross margin for the Trucking segment was $1.5 million or 37.8% of revenue compared to last year s gross margin of $0.4 million or 21.6%. Year-over-year, trucking margins have improved in part as a result of increased economies of scale achieved in the Carlyle trucking operations with the 12

13 expansion of operations through Environmental Services Segment Revenue from the Environmental Services segment was $4.0 million for the three month period ended March 31, 2010 as compared to $3.8 million generated in the first quarter of 2009 representing an increase of $0.2 million or 5%. Gross margin from the Environmental Services segment was 36.0% for Q as compared to 34.6% during During 2009, the Environmental Services was negatively impacted as a result of the significant decline in shallow natural gas focused drilling in the WCSB. However, the Environmental Services division has focused on expanding its operational base and is pursuing opportunities in the oil sands and horizontal drilling which has in turn helped support revenue growth in 2010 and improved gross margins. 13

14 QUARTERLY FINANCIAL SUMMARY Three Months Ended ($000 s, except per share amounts) Mar 31, 2010 Dec 31, 2009 Sep 30, 2009 Jun 30, 2009 Revenue 49,038 27,303 19,219 12,634 Gross margin (1) 15,467 9,160 6,085 3,422 Net income (loss) (4) 7,465 5, (1,214) per share basic (2) (0.11) per share diluted (2) (0.11) EBITDAC (1) (4) 9,532 4,373 2,004 (45) per share basic (2) per share diluted (2) Funds flow from operations (1) 9,326 4,169 1,922 (94) per share basic (2) (0.01) per share diluted (2) (0.01) Dividends declared 2,414 2,787 2,683 2,647 per share (2) Shares Outstanding (2) End of period 13,469,809 12,417,573 11,378,055 11,140,301 Weighted average basic 13,367,833 11,576,203 11,224,912 11,140,301 Weighted average diluted 13,519,021 11,765,132 11,297,312 11,140,301 Three Months Ended ($000 s, except per share amounts) Mar 31, 2009 Dec 31, 2008 Sept 30, 2008 Jun 30, 2008 Revenue 30,298 41,385 40,850 14,560 Gross margin (1) 8,045 11,980 12,188 3,559 Net income (loss) 2,154 4,715 6,244 (1,055) per share basic and diluted (2) (0.11) EBITDAC (1) (3) 3,608 6,282 7, per share basic and diluted (2) Funds flow from operations (1) (3) 3,465 6,054 7, per share basic and diluted (2) Dividends declared 2,642 2,653 2,653 2,371 per share Shares Outstanding (2) End of period 11,119,801 11,169,801 11,166,870 11,166,370 Weighted average basic 11,124,245 11,167,794 11,166,513 9,822,070 Weighted average diluted 11,144,745 11,167,794 11,230,889 9,822,070 Notes: 1 Refer to the Non-GAAP Measures for further detail. 2 Prior period comparatives includes both Class A Units and Subordinated Class B Units. 3 Prior year balances recomputed to conform to current year financial statement presentation. 4 For the three months ended December 31, 2009, includes $0.6 million of one-time Conversion related transaction costs 14

15 Seasonality of Operations The Western Canadian drilling industry is subject to seasonality with activity usually peaking during the winter months in the fourth and first quarters of any given calendar year. As temperatures rise in the spring, the ground thaws and becomes unstable resulting in government road bans which severely restrict activity in the second quarter until equipment is moved for summer drilling programs in the fourth quarter. These seasonal trends typically lead to quarterly fluctuations in operating results and working capital requirements, which should be considered in any quarter over quarter analysis of performance. LIQUIDITY AND CAPITAL RESOURCES CES had net working capital of $17.6 million at March 31, 2010 compared to $11.3 million at December 31, The increase of $6.3 million is due to the higher overall level of activity during the first quarter of 2010 as compared to the fourth quarter of CES has a revolving demand loan facility with a maximum available draw of $30.0 million. The maximum draw available under the facility is subject to the value of certain accounts receivable and inventory balances. As at March 31, 2010, CES had total bank indebtedness drawn on the facility of $21.7 million compared to $8.8 million at December 31, The maximum calculated available draw on the facility was $30.0 million at March 31, 2010 based on the value of CES accounts receivable and inventory balances (December 31, $20.9 million). The facility bears interest at the bank s prime rate plus 1.25% and has a standby rate of 0.35% on any unused portion of the facility. On March 31, 2010, the Company made a draw on its third committed revolving loan facility in the amount of $2.0 million. The loan is repayable over four years in fixed monthly principal payments of $41,667 plus interest at the bank s prime rate of interest plus 1.40%. In addition to the above loan, CES has two other committed loan facilities: 1. A $1.6 million non-revolving committed loan facility. As of March 31, 2010, there was $1.5 million outstanding (December 31, $1.5 million) on the loan. The loan is repayable in fixed monthly principal payments of $9,725 plus interest at the bank s prime rate plus 1.40%. The loan has a remaining term of three years (April 2013), with the bank reserving the right to extend the term by two additional five year periods at its discretion. 2. A $0.8 million non-revolving committed loan facility. As of March 31, 2010, there was $0.6 million outstanding (December 31, $0.6 million) on the loan. The loan has a remaining term of three years (April 2013) with fixed monthly principal payments of $16,667 plus interest at the bank s prime rate of interest plus 1.40%. On March 31, 2010, the Company completed a sale and lease back transaction on specified assets for proceeds of $2.1 million. The Company recognized a gain of $0.2 million on the sale and lease back transaction which has been deferred and will be recognized over the remaining life of the assets. The Company s leases are for terms ranging from March 2013 to March 2014 with interest on the Company s lease facilities at the bank s prime rate of interest plus 1.75% resulting in monthly payments of approximately $0.06 million. The Company s debt and lease facilities, including the operating line, are secured by general security agreements creating a first priority security interest in all present and after-acquired personal property of, Canadian Energy Services Inc., the Partnership and each of its subsidiaries, an unlimited corporate guarantee of the indebtedness, obligations and liabilities of the Partnership to the bank given by each of the General Partner, Canadian Energy Services & Technology Corp., and each of the Partnership s subsidiaries, together with demand collateral mortgages on the Partnership s Edson, Alberta and Carlyle, Saskatchewan properties. These facilities impose the following financial covenants on CES: The quarterly debt to equity ratio must not exceed 2.50 to The ratio of debt to equity is calculated as total liabilities per the financial statements, less future income taxes and net of any cash credit balances, divided by total shareholders equity per the consolidated financial statements, less any intangible assets including intangible assets and goodwill and excluding future income tax asset. The quarterly current assets to current liabilities ratio must not be less than 1.25 to The ratio of current assets to liabilities is calculated as total current assets per the financial statements divided by current liabilities per the consolidated financial statements less current portion of long-term debt. 15

16 CES annual debt service coverage ratio must not be less than 1.25 to The debt service coverage ratio is calculated as net earnings for the period, before interest expense, future income tax expense, unit-based compensation, and amortization divided by the sum of all interest and principal payments for the period. If CES does not meet any one of these requirements, it is considered to be in default of the agreement and is restricted from paying any dividends to shareholders without prior written consent of the lender. As at March 31, 2010, and as of the date of this MD&A, CES was in compliance with the terms and covenants of its lending agreements. Generally, credit and equity markets have continued to improve over the last eighteen months. However, in the event that CES lender is unable to, or chooses not to fund, it would impair CES ability to operate until alternative sources of financing were obtained, as access to the operating line funding is critical to the effective execution of CES business plan. To date, CES has not experienced any funding issues under its debt facilities. Vehicle financing loans are secured by each related vehicle and incur interest at rates up to 13% (with a weighted average rate of 6.36%) and have terms ranging from August 2010 to March At March 31, 2010, outstanding vehicle loans totalled $1.5 million which was comparable to the $1.5 million at December 31, At the time of the release of this MD&A, management is satisfied that CES has sufficient liquidity and capital resources to meet the long-term payment obligations of its outstanding loans. CES assesses its requirements for capital on an on-going basis and there can be no guarantee that CES will not have to obtain additional capital to finance the expansion plans of the business or to finance future working capital requirements. The turmoil in the financial markets since mid-2008 has negatively impacted the availability of both credit and equity in the marketplace. Although financial markets have improved over the last year and a half, in the event that it is required, it may be difficult to issue additional equity or increase credit capacity and the cost of any new capital may exceed historical norms and/or impose more stringent covenants and/or restrictions on CES. In addition, despite the improvements in crude oil prices, natural gas prices continue to remain relatively weak. Continued weak natural gas prices may negatively impact the demand for the Company s products and services in the future. As a result, there has been a greater emphasis on evaluating credit capacity, credit counterparties, and liquidity by CES to ensure its ability to be able to meet its ongoing commitments and obligations. Cash Flows From Operating Activities For the three months ended March 31, 2010, cash flow from operating activities was a cash outflow of $10.4 million compared to a cash inflow of $10.9 million during the comparable period in Funds flow from operations (Refer to Non-GAAP Measures for further detail), which takes into consideration changes in non-cash operating working capital, for the three months ended March 31, 2010 was $9.3 million as compared to $3.5 million during Three Months Ended March 31, $000's Cash provided by (used in) operating activities (10,376) 10,913 Adjust for: Change in non-cash operating working capital 19,702 (7,448) Funds flow from operations 9,326 3,465 Cash Flows From Investing Activities For the three months ended March 31, 2010, cash flow from investing activities was a cash outflow of $5.0 million compared to a cash outflow of $0.7 million during During the quarter, $2.8 million was spent on the Conversion, $0.2 million was paid as final settlement of the Clear earn-out and $0.7 million related to a change in non-cash investing working capital. In addition to the above, $1.3 million was spent towards capital asset additions on property and equipment (net of $0.4 million in vehicle financing). For the three months ended March 31, 2010, CES had $0.5 million of additions related to maintenance capital and $1.3 million of additions related to expansion capital gross of vehicle financing. Notable additions during the three month period ended March 31, 2010 included $0.7 million of vehicles, $0.1 million towards the completion of construction of CES Carlyle, Saskatchewan truck shop, $0.1 million relating to the purchase of trucks and trailers in CES trucking operations, 16